Unified Sch. Dist. No. 446 v. Sandoval - 295 Kan. 278, 286 P.3d 542 (2012)

Rule:

In order to form a binding contract, there must be a meeting of the minds on all the essential elements. An unconditional and positive acceptance is required to form a contract; a conditional acceptance of a settlement offer is but a counteroffer, which does not create a contract.

Facts:

Deborah L. Sandoval began her employment with Unified School District (the District) on September 1, 2000. During the 2007-08 school year, she taught Spanish at Independence High School. On February 22, 2008, Principal Mitch Shaw informed her that he was recommending the District not renew her teaching contract for the 2008-09 school year. Sandoval, through her UniServ Director, Tony White, orally accepted the counteroffer of the Board of Education of the District. The said counteroffer constitutes 180 days of paid leave to qualify for KPERS disability benefits, which would require her to leave the classroom on March 28, 2008; paid insurance on the bottom tier for 5 years; and a lump-sum payment of $20,000 in the event that she did not qualify for disability benefits. Sandoval then changed her mind and wanted to proceed with a due process hearing. Sandoval went to the school and taught her class as she usually did. The District provided no substitute teacher for her classroom on that day or any of the following days. She finished her teaching assignment for the 2007-08 school year. On April 14, 2008, the board adopted a resolution of nonrenewal of Sandoval's contract, including a clause reserving the right to enforce the oral agreement. After the end of the school term, the District filed a petition in Montgomery County District Court. The petition sought a declaratory judgment that Sandoval had entered into an oral contract governing the terms of her separation from the District. It also sought an injunction barring a statutory due process hearing because she had agreed to terminate her employment. The district court granted the temporary injunction. The parties both filed motions for summary judgment. The district court entered an order granting summary judgment to the District, holding that Sandoval had entered into a binding oral contract with the District. As a consequence, she had waived her statutory due process hearing. The Court of Appeals affirmed.

Issue:

Did the district court properly find an enforceable oral contract to terminate Sandoval's employment as a teacher with the District?

Answer:

No

Conclusion:

The court found that a number of factors mitigated against finding that the parties formed the intent to establish a contract, including that the parties continued to exchange communications, showing they did not understand that they had reached a full meeting of the minds, and the board failed to prove a meeting of the minds on all the essential elements of the terms and thus failed to prove an unconditional acceptance of the board's terms by the teacher. Even assuming the parties formed a contract, the facts established that they mutually rescinded any such contract later, as the actions by both the board and the teacher were inconsistent with the existence of a contract to terminate her employment and each acquiesced in the conduct of the other. No enforceable contract existed between the parties.